EXHIBIT 31.2

I, Marcel Urbanc, Chief Financial Officer and Principal
Accounting Officer of AlphaRx Inc., certify that:

1. I have
reviewed this quarterly report on Form 10-QSB/A of AlphaRx, Inc.;

2.    Based on my knowledge, this report does
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report;

3.    Based on my knowledge, the financial
statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations
and cash flows of the small business issuer as of, and for, the periods
presented in this report;

4.    The small business issuers other
certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in the
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
have:

a)   
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b)    
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability over financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

c)    
evaluated the effectiveness of the small business issuers disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d)    
disclosed in this report any change in the small business issuers internal
control over financial reporting that occurred during the small business
issuers most recent fiscal quarter(the small business issuers fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuers internal
control over financial reporting; and

5.     The small business issuers other
certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuers
auditors and the audit committee of the small business issuers board of
directors (or persons performing the equivalent functions):

e)    
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the small business issuers ability to record, process,
summarize and report financial information; and

f)    
any fraud, whether or not material, that involves management or other employees
who have a significant role in the small business issuer's internal control over
financial reporting.

|Date: May 15, 2007 | /s/
    Marcel Urbanc                                                      
|------------------ | ---------------------------------------------------------------------------
|                   |                                                                            
|                   | Marcel
    Urbanc, Chief Financial Officer and Principal Accounting Officer

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